Material Adverse Effect

Material Adverse Effect. Shall mean any material adverse effect on the business, properties, assets, operations, results of operations, or condition (financial or otherwise) of the Issuer and its Subsidiaries, taken as a whole, or on the transactions contemplated by this Agreement or by the agreements and instruments to be entered into in connection with this Agreement (collectively, "Transaction Documents"), or the ability of the Issuer to perform its obligations under this Agreement, the Registration Rights Agreement... or the Shareholders' Rights Agreement. View More

Material Adverse Effect. A material adverse effect on (a) the business, operations, prospects, assets or condition (financial or otherwise) of FivePrime, or (b) the ability of FivePrime to perform in any material respect on a timely basis its obligations pursuant to the transactions contemplated by this Agreement

Material Adverse Effect. Means a material adverse effect on the assets, business, financial condition or results of operations of the Company other than any effect relating to the Transactions.

Material Adverse Effect. Any change resulting in a material adverse effect on (a) the business, operations, property, condition (financial or otherwise) or prospects of Borrower, (b) the business, operations, property, condition (financial or otherwise) or prospects of Vertex and its Subsidiaries taken as a whole, (c) the validity or enforceability of this Note or any of the other Loan Documents or the rights and remedies of Lender hereunder or thereunder, or (d) the ability of Borrower to perform its obligations under... the Loan Documents. View More

Material Adverse Effect. Means any change, event or occurrence that individually or in the aggregate (taking into account all other such changes, events or occurrences) has had, or would be reasonably likely to have, a material adverse change in or material adverse effect on the properties and assets or business of a Party, in each case taken as a whole, but excluding (a) any change or effect to the extent that it results from or arises out of (i) the execution and delivery of this Agreement or the announcement thereof... or consummation of the transactions contemplated hereby; or (ii) changes in (or proposals to change) Applicable Law, generally accepted accounting principles or other accounting regulations or principles; or (iv) acts of God, including hurricanes, storms and other natural disasters; (b) any change or effect generally applicable to (i) the oil and gas industry or (ii) economic or political conditions or the securities or financial markets in any country or region; or (c) any outbreak or escalation of hostilities or war or any act of terrorism. View More

Material Adverse Effect. A material adverse effect (i) on the business, assets, liabilities, results of operations, or condition (financial or otherwise) of the Company and the Subsidiaries, taken as a whole, or on the authority or ability of the Company to perform its obligations under the Transaction Documents; provided, however, that for purposes of this Agreement, "Material Adverse Effect" shall not include any effect attributable solely to the changes in the trading price of the Common Stock, or (ii) on the... Investor's rights as a holder of the Preferred Stock or under the Warrants. View More

Material Adverse Effect. A material adverse effect on (a) the business, prospects, condition (financial or otherwise), affairs, properties, assets or liabilities of (i) the Company alone or (ii) the Company and its Subsidiaries, taken as a whole, (b) the ability of the Company to perform its obligations under this Note or any of the other Loan Documents

Material Adverse Effect. A material adverse effect on (a) the business, assets, properties, liabilities (actual or contingent), operations, or condition (financial or otherwise) of Maker; (b) the validity or enforceability of the Note; or (c) the rights or remedies of the Noteholder.

Material Adverse Effect. Means any change, circumstance, development, occurrence, event or effect (each, a "Company Effect") that, when considered either individually or together with all other Company Effects, is or would reasonably be expected to be materially adverse to (a) the business, properties, assets, Liabilities, consolidated results of operations or financial condition of the Company and its Subsidiaries, taken as a whole or (b) the ability of the Company to consummate the transactions contemplated hereby... and by the Registration Rights Agreement; provided that any such Company Effect resulting or arising from any of the following matters shall not be considered when determining whether a Material Adverse Effect has occurred or would reasonably be expected to occur: (a) any change, circumstance, development, occurrence, event or effect generally affecting the businesses or industries in which the Company and its Subsidiaries operate; (b) any conditions affecting the United States general economy or the general economy in any geographic area in which the Company or its Subsidiaries operate or developments or changes therein or generally the financial and securities markets and credit markets in the United States; (c) political conditions, including acts of war (whether or not declared), armed hostilities and terrorism, or developments or changes therein; (d) any conditions after the date hereof resulting from natural disasters; (e) changes after the date hereof in any Laws or GAAP; 3 (f) any action taken or omitted to be taken by or at the written request or with the written consent of the Investor; (g) any announcement of this Agreement or the transactions contemplated hereby, in each case, solely to the extent due to such announcement; (h) changes after the date hereof in the market price or trading volume of Common Stock or any other equity, equity-related or debt securities of the Company or its Affiliates (it being understood that the underlying circumstances, events or reasons giving rise to any such change can be taken into account in determining whether a Material Adverse Effect has occurred or would reasonably be expected to occur); (i) the fact that the Company has failed to meet any internal or public projections, forecasts, estimates or guidance for any period (it being understood that the underlying circumstances, events or reasons giving rise to any such failure can be taken into account in determining whether a Material Adverse Effect has occurred or would reasonably be expected to occur); or (j) any Company Effect arising out of or resulting from any legal claims or other Proceedings made by any of the Company's stockholders (on their own behalf or on behalf of the Company) arising out of or related to this Agreement; provided, however, that Company Effects set forth in clauses (i), (ii), (iii), (iv) and (v) above may be taken into account in determining whether there has been or is a Material Adverse Effect if and only to the extent such Company Effects have a disproportionate impact on the Company and its Subsidiaries, taken as a whole, relative to other companies operating in the same businesses and industries in the United States. View More

Material Adverse Effect. The meanings set forth in the Purchase Agreement.